The Board of Directors Uses in COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m Clause

COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m from Compensation Plan

The purposes of the El Paso Energy Corporation 2001 Omnibus Incentive Compensation Plan (the Plan) are to promote the interests of El Paso Energy Corporation (the Company) and its stockholders by strengthening its ability to attract and retain officers and key management employees (key management employees means those employees who hold the position of department director) in the employ of the Company and its Subsidiaries (as defined below) by furnishing suitable recognition of their ability and industry which contribute materially to the success of the Company and to align the interests and efforts of the Companys officers and key management employees to the long-term interests of the Companys stockholders, and to provide a direct incentive to the Participants (as defined below) to achieve the Companys strategic and financial goals. The Plan provides for the grant of stock options, limited stock appreciation rights, stock appreciation rights, restricted stock, incentive awards and per

COMPLIANCE WITH RULE 16b-3 AND SECTION 162(m. The Companys intention is that, so long as any of the Companys equity securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, with respect to awards granted to or held by Section 16 Insiders, the Plan shall comply in all respects with Rule 16b-3 and Section 162(m) and, if any Plan provision is later found not to be in compliance with Rule 16b-3 or Section 162(m), that provision shall be deemed modified as necessary to meet the requirements of Rule 16b-3 and Section 162(m). Notwithstanding the foregoing, and subject to Section 5.2, the Plan Administrator may grant or vest Restricted Stock in a manner which is not in compliance with Section 162(m) if the Plan Administrator determines that it would be in the best interests of the Company. Notwithstanding anything in the Plan to the contrary, the Board of Directors, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are Section 16 Insiders without so restricting, limiting or conditioning the Plan with respect to other Participants.